Consolidating Schedules

The CCO Holdings notes and the CCO Holdings credit facility are obligations of CCO Holdings. However, the CCO Holdings notes are also jointly, severally, fully and unconditionally guaranteed on an unsecured senior basis by Charter. The Charter Operating and Restricted Subsidiaries column is presented as a requirement pursuant to the terms of the Charter Operating credit agreement. The Unrestricted Subsidiary - CCO Safari column is a Non-Recourse Subsidiary under the Charter Operating credit agreement. In September 2014, Charter Operating entered into a term loan G facility and assigned all of its obligations with respect to the term loan G and transferred all of the proceeds from the term loan G to CCO Safari. See Note 5.

The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Affiliates Whose Securities Collateralize an Issue Registered or Being Registered. This information is not intended to present the financial position, results of operations and cash flows of the individual companies or groups of companies in accordance with generally accepted accounting principles.

Condensed consolidating financial statements as of September 30, 2014 and December 31, 2013 and for the nine months ended September 30, 2014 and 2013 follow.



Charter Communications, Inc.
Condensed Consolidating Balance Sheet
As of September 30, 2014

	Charter		Intermediate Holding Companies		CCO Holdings		Charter Operating and Restricted Subsidiaries		Unrestricted Subsidiary - CCO Safari		Eliminations			Charter Consolidated
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	3	$	—	$	—	$	7	$	—	$	—		$	10
Accounts receivable, net	3		5		—		262		—		—			270
Receivables from related party	52		205		8		—		—		(265		)	—
Prepaid expenses and other current assets	18		13		—		59		—		—			90
Total current assets	76		223		8		328		—		(265		)	370

RESTRICTED CASH AND CASH EQUIVALENTS	—		—		—		—		3,513		—			3,513

INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net	—		29		—		8,276		—		—			8,305
Franchises	—		—		—		6,009		—		—			6,009
Customer relationships, net	—		—		—		1,175		—		—			1,175
Goodwill	—		—		—		1,170		—		—			1,170
Total investment in cable properties, net	—		29		—		16,630		—		—			16,659

CC VIII PREFERRED INTEREST	—		424		—		—		—		(424		)	—
INVESTMENT IN SUBSIDIARIES	1,413		401		10,307		23		—		(12,144		)	—
LOANS RECEIVABLE – RELATED PARTY	—		326		472		—		—		(798		)	—
OTHER NONCURRENT ASSETS	—		164		108		132		4		—			408

Total assets	$	1,489	$	1,567	$	10,895	$	17,113	$	3,517	$	(13,631	)	$	20,950

LIABILITIES AND SHAREHOLDERS’/MEMBER’S EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	9	$	140	$	163	$	1,263	$	11	$	—		$	1,586
Payables to related party	—		—		—		265		—		(265		)	—
Total current liabilities	9		140		163		1,528		11		(265		)	1,586

LONG-TERM DEBT	—		—		10,331		3,781		3,483		—			17,595
LOANS PAYABLE – RELATED PARTY	—		—		—		798		—		(798		)	—
DEFERRED INCOME TAXES	1,383		—		—		227		—		—			1,610
OTHER LONG-TERM LIABILITIES	—		14		—		48		—		—			62

Shareholders’/Member’s equity	97		1,413		401		10,307		23		(12,144		)	97
Noncontrolling interest	—		—		—		424		—		(424		)	—
Total shareholders’/member’s equity	97		1,413		401		10,731		23		(12,568		)	97

Total liabilities and shareholders’/member’s equity	$	1,489	$	1,567	$	10,895	$	17,113	$	3,517	$	(13,631	)	$	20,950



Charter Communications, Inc.
Condensed Consolidating Balance Sheet
As of December 31, 2013

	Charter		Intermediate Holding Companies		CCO Holdings		Charter Operating and Restricted Subsidiaries		Unrestricted Subsidiary - CCO Safari		Eliminations			Charter Consolidated
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	—	$	5	$	—	$	16	$	—	$	—		$	21
Accounts receivable, net	4		4		—		226		—		—			234
Receivables from related party	54		170		11		—		—		(235		)	—
Prepaid expenses and other current assets	14		10		—		43		—		—			67
Total current assets	72		189		11		285		—		(235		)	322

INVESTMENT IN CABLE PROPERTIES:
Property, plant and equipment, net	—		30		—		7,951		—		—			7,981
Franchises	—		—		—		6,009		—		—			6,009
Customer relationships, net	—		—		—		1,389		—		—			1,389
Goodwill	—		—		—		1,177		—		—			1,177
Total investment in cable properties, net	—		30		—		16,526		—		—			16,556

CC VIII PREFERRED INTEREST	—		392		—		—		—		(392		)	—
INVESTMENT IN SUBSIDIARIES	1,295		325		10,592		—		—		(12,212		)	—
LOANS RECEIVABLE – RELATED PARTY	—		318		461		—		—		(779		)	—
OTHER NONCURRENT ASSETS	—		160		119		138		—		—			417

Total assets	$	1,367	$	1,414	$	11,183	$	16,949	$	—	$	(13,618	)	$	17,295

LIABILITIES AND SHAREHOLDERS’/MEMBER’S EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	12	$	113	$	187	$	1,155	$	—	$	—		$	1,467
Payables to related party	—		—		—		235		—		(235		)	—
Total current liabilities	12		113		187		1,390		—		(235		)	1,467

LONG-TERM DEBT	—		—		10,671		3,510		—		—			14,181
LOANS PAYABLE – RELATED PARTY	—		—		—		779		—		(779		)	—
DEFERRED INCOME TAXES	1,204		—		—		227		—		—			1,431
OTHER LONG-TERM LIABILITIES	—		6		—		59		—		—			65

Shareholders’/Member’s equity	151		1,295		325		10,592		—		(12,212		)	151
Noncontrolling interest	—		—		—		392		—		(392		)	—
Total shareholders’/member’s equity	151		1,295		325		10,984		—		(12,604		)	151

Total liabilities and shareholders’/member’s equity	$	1,367	$	1,414	$	11,183	$	16,949	$	—	$	(13,618	)	$	17,295



Charter Communications, Inc.
Condensed Consolidating Statement of Operations
For the nine months ended September 30, 2014

	Charter			Intermediate Holding Companies		CCO Holdings			Charter Operating and Restricted Subsidiaries			Unrestricted Subsidiary - CCO Safari			Eliminations			Charter Consolidated

REVENUES	$	16		$	169	$	—		$	6,748		$	—		$	(185	)	$	6,748

COSTS AND EXPENSES:
Operating costs and expenses (excluding depreciation and amortization)	16			169		—			4,444			—			(185		)	4,444
Depreciation and amortization	—			—		—			1,568			—			—			1,568
Other operating expenses, net	—			—		—			42			—			—			42

	16			169		—			6,054			—			(185		)	6,054

Income from operations	—			—		—			694			—			—			694

OTHER INCOME (EXPENSES):
Interest expense, net	—			5		(513		)	(123		)	(7		)	—			(638		)
Loss on derivative instruments, net	—			—		—			(3		)	—			—			(3		)
Equity in income of subsidiaries	40			3		516			(7		)	—			(552		)	—

	40			8		3			(133		)	(7		)	(552		)	(641		)

Income (loss) before income taxes	40			8		3			561			(7		)	(552		)	53

INCOME TAX EXPENSE	(175		)	—		—			(13		)	—			—			(188		)

Consolidated net income (loss)	(135		)	8		3			548			(7		)	(552		)	(135		)

Less: Net (income) loss – noncontrolling interest	—			32		—			(32		)	—			—			—

Net income (loss)	$	(135	)	$	40	$	3		$	516		$	(7	)	$	(552	)	$	(135	)



Charter Communications, Inc.
Condensed Consolidating Statement of Operations
For the nine months ended September 30, 2013

	Charter			Intermediate Holding Companies			CCO Holdings			Charter Operating and Restricted Subsidiaries			Unrestricted Subsidiary - CCO Safari		Eliminations			Charter Consolidated

REVENUES	$	18		$	133		$	—		$	6,007		$	—	$	(151	)	$	6,007

COSTS AND EXPENSES:
Operating costs and expenses (excluding depreciation and amortization)	18			133			—			3,950			—		(151		)	3,950
Depreciation and amortization	—			—			—			1,354			—		—			1,354
Other operating expenses, net	—			—			—			38			—		—			38

	18			133			—			5,342			—		(151		)	5,342

Income from operations	—			—			—			665			—		—			665

OTHER INCOME (EXPENSES):
Interest expense, net	—			6			(511		)	(130		)	—		—			(635		)
Loss on extinguishment of debt	—			—			(65		)	(58		)	—		—			(123		)
Gain on derivative instruments, net	—			—			—			9			—		—			9
Equity in income (loss) of subsidiaries	(101		)	(130		)	446			—			—		(215		)	—

	(101		)	(124		)	(130		)	(179		)	—		(215		)	(749		)

Income (loss) before income taxes	(101		)	(124		)	(130		)	486			—		(215		)	(84		)

INCOME TAX EXPENSE	(117		)	(2		)	—			(5		)	—		—			(124		)

Consolidated net income (loss)	(218		)	(126		)	(130		)	481			—		(215		)	(208		)

Less: Net (income) loss – noncontrolling interest	10			25			—			(35		)	—		—			—

Net income (loss)	$	(208	)	$	(101	)	$	(130	)	$	446		$	—	$	(215	)	$	(208	)



Charter Communications, Inc.
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the nine months ended September 30, 2014

	Charter			Intermediate Holding Companies		CCO Holdings		Charter Operating and Restricted Subsidiaries		Unrestricted Subsidiary - CCO Safari			Eliminations			Charter Consolidated

Consolidated net income (loss)	$	(135	)	$	8	$	3	$	548	$	(7	)	$	(552	)	$	(135	)
Net impact of interest rate derivative instruments, net of tax	—			—		—		16		—			—			16

Comprehensive income (loss)	$	(135	)	$	8	$	3	$	564	$	(7	)	$	(552	)	$	(119	)



Charter Communications, Inc.
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the nine months ended September 30, 2013

	Charter			Intermediate Holding Companies			CCO Holdings			Charter Operating and Restricted Subsidiaries		Unrestricted Subsidiary - CCO Safari		Eliminations			Charter Consolidated

Consolidated net income (loss)	$	(218	)	$	(126	)	$	(130	)	$	481	$	—	$	(215	)	$	(208	)
Net impact of interest rate derivative instruments, net of tax	—			—			—			27		—		—			27

Comprehensive income (loss)	$	(218	)	$	(126	)	$	(130	)	$	508	$	—	$	(215	)	$	(181	)



Charter Communications, Inc.
Condensed Consolidating Statement of Cash Flows
For the nine months ended September 30, 2014

	Charter			Intermediate Holding Companies			CCO Holdings			Charter Operating and Restricted Subsidiaries			Unrestricted Subsidiary - CCO Safari			Eliminations			Charter Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$	(135	)	$	8		$	3		$	548		$	(7	)	$	(552	)	$	(135	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	—			—			—			1,568			—			—			1,568
Noncash interest expense	—			—			20			9			—			—			29
Loss on derivative instruments, net	—			—			—			3			—			—			3
Deferred income taxes	177			—			—			—			—			—			177
Equity in income of subsidiaries	(40		)	(3		)	(516		)	7			—			552			—
Other, net	—			—			—			43			—			—			43
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	—			(1		)	—			(35		)	—			—			(36		)
Prepaid expenses and other assets	—			(3		)	—			(18		)	—			—			(21		)
Accounts payable, accrued liabilities and other	(2		)	28			(24		)	88			11			—			101
Receivables from and payables to related party	2			(42		)	(7		)	47			—			—			—

Net cash flows from operating activities	2			(13		)	(524		)	2,260			4			—			1,729

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	—			—			—			(1,678		)	—			—			(1,678		)
Change in accrued expenses related to capital expenditures	—			—			—			31			—			—			31
Contribution to subsidiary	(27		)	(132		)	(22		)	(30		)	—			211			—
Distributions from subsidiary	5			30			879			—			—			(914		)	—
Restricted cash in escrow - CCO Safari, LLC	—			—			—			—			(3,513		)	—			(3,513		)
Other, net	—			(5		)	—			—			—			—			(5		)

Net cash flows from investing activities	(22		)	(107		)	857			(1,677		)	(3,513		)	(703		)	(5,165		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt	—			—			—			1,431			3,483			—			4,914
Repayments of long-term debt	—			—			(350		)	(1,164		)	—			—			(1,514		)
Payments for debt issuance costs	—			—						—			(4		)	—			(4		)
Purchase of treasury stock	(18		)	—			—			—			—			—			(18		)
Proceeds from exercise of options and warrants	43			—			—			—			—			—			43
Contributions from parent	—			137			22			22			30			(211		)	—
Distributions to parent	—			(30		)	(5		)	(879		)	—			914			—
Other, net	(2		)	8			—			(2		)	—			—			4

Net cash flows from financing activities	23			115			(333		)	(592		)	3,509			703			3,425

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	3			(5		)	—			(9		)	—			—			(11		)
CASH AND CASH EQUIVALENTS, beginning of period	—			5			—			16			—			—			21

CASH AND CASH EQUIVALENTS, end of period	$	3		$	—		$	—		$	7		$	—		$	—		$	10



Charter Communications, Inc.
Condensed Consolidating Statement of Cash Flows
For the nine months ended September 30, 2013

	Charter			Intermediate Holding Companies			CCO Holdings			Charter Operating and Restricted Subsidiaries			Unrestricted Subsidiary - CCO Safari		Eliminations			Charter Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$	(218	)	$	(126	)	$	(130	)	$	481		$	—	$	(215	)	$	(208	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	—			—			—			1,354			—		—			1,354
Noncash interest expense	—			—			20			13			—		—			33
Loss on extinguishment of debt	—			—			65			58			—		—			123
Gain on derivative instruments, net	—			—			—			(9		)	—		—			(9		)
Deferred income taxes	110			—			—			2			—		—			112
Equity in (income) losses of subsidiaries	101			130			(446		)	—			—		215			—
Other, net	—			(1		)	—			70			—		—			69
Changes in operating assets and liabilities:
Accounts receivable	—			(2		)	—			12			—		—			10
Prepaid expenses and other assets	—			—			—			(13		)	—		—			(13		)
Accounts payable, accrued liabilities and other	—			(7		)	18			81			—		—			92
Receivables from and payables to related party	8			5			(7		)	(6		)	—		—			—

Net cash flows from operating activities	1			(1		)	(480		)	2,043			—		—			1,563

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	—			—			—			(1,259		)	—		—			(1,259		)
Change in accrued expenses related to capital expenditures	—			—			—			21			—		—			21
Purchases of cable systems	—			—			—			(673		)	—		—			(673		)
Contribution to subsidiary	(54		)	(324		)	(987		)	—			—		1,365			—
Distributions from subsidiary	—			6			487			—			—		(493		)	—
Other, net	—			—			—			(15		)	—		—			(15		)

Net cash flows from investing activities	(54		)	(318		)	(500		)	(1,926		)	—		872			(1,926		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt	—			—			2,000			4,569			—		—			6,569
Repayments of long-term debt	—			—			(955		)	(5,222		)	—		—			(6,177		)
Borrowings (payments) loans payable - related parties	—			—			(93		)	93			—		—			—
Payments for debt issuance costs	—			—			(25		)	(25		)	—		—			(50		)
Purchase of treasury stock	(11		)	—			—			—			—		—			(11		)
Proceeds from exercise of options and warrants	67			—			—			—			—		—			67
Contributions from parent	—			324			54			987			—		(1,365		)	—
Distributions to parent	—			(5		)	(1		)	(487		)	—		493			—
Other, net	—			—			—			(1		)	—		—			(1		)

Net cash flows from financing activities	56			319			980			(86		)	—		(872		)	397

NET INCREASE IN CASH AND CASH EQUIVALENTS	3			—			—			31			—		—			34
CASH AND CASH EQUIVALENTS, beginning of period	1			—			—			6			—		—			7

CASH AND CASH EQUIVALENTS, end of period	$	4		$	—		$	—		$	37		$	—	$	—		$	41